A few weeks before E3 (Electronics Entertainment Expo) '97, Rare and Nintendo leaked word of the British developer's next big game, simply dubbed "Project Dream." It wasn't long before the game, largely because of its mysterious name, was the focus of huge hype and media coverage. Nobody knew anything about it, but many were predicting it would be the game of E3 -- it was, after all, from Rare, Nintendo's gem developer. Weeks passed and E3 '97 housed the unveiling of the illusive title. "Project Dream," became Banjo-Kazooie and the industry frowned. "It's just a rip-off of Super Mario 64," critics said. "And besides, it's way too cute for its own good." Nintendo 64 owners were split between those who welcomed Rare's Mario-esque platformer and those who loathed it.

Graphics 9 out of 10

Beautiful. This is the best looking game for Nintendo 64. Imagine Super Mario 64. Now add unsurpassed texture design, worlds five times bigger, clear-cut objectives, well-crafted enemies and characters, a depth of visibility that is absolutely mind-boggling, smooth framerates that hardly ever hitch and spectacular art. Let's face the facts here, Nintendo 64 has had its share of bland looking games and a big reason for that is because of limited texture resources. Textures are used again and again and before long the entire game looks the same. We're not sure how Rare does it, but Banjo-Kazooie is so rich in texture design that the worlds are almost too detailed. To really appreciate just how clever the developer is here, perform the following: while playing the game take a look around the world. Any level will do. Notice how everything blends together perfectly with little to no seams in textures? Now, using the C-up button, zoom in on a wall and examine it. A closer look reveals small seams in textures, but from a distance of only a few feet away it's impossible to tell. This is excellent texture use. Also, to avoid framerate drops Rare has utilized an effective draw-in process that doesn't eliminate backgrounds or giant structures, but gradually fades-in small objects like jiggies and musical notes as a player comes closer to them. Because of this, players can see miles into the distance with no fog. Flying high atop a level and looking down reveals the world in its entirety with no slowdown. Very well done. Each world looks completely different from the other. Mad Monster Mansion, for example, is filled with graves, a low-fog that hugs the ground and a moon that hangs high in the sky. Treasure Trove Cove, on the other hand, is surrounded by the sea and features mountains that stretch forever into the sky. The game employs excellent visual effects swimming leaves splashes and puddle-trickles, haunted houses glow with pre-lit colored lighting, and each character animates hilariously. A visual delight.

Music and Sound 8 out of 10

If we had to describe Banjo-Kazooie's sound in one word it would have to be dynamic. The music constantly changes to reflect a player's location, shifting to instruments that best convey specific worlds. As Banjo and Kazooie prepare to enter the witch's lair, for example, the melody switches from a soft tune to a tense, faster-paced beware-song that lets players know where they are going. This happens all the time and in every level. It's all very Disney-esque. Imagine a cross between Pirates of the Caribbean and Teddy Bear's Picnic rendered with different instruments ranging from pizzicato strings to church organs depending on the level -- and it's all crystal clear and in stereo. Sound effects are equally impressive and, as far as we're concerned, range among the best for the console. Each character has its own unique talking sound sample, whether it be Banjo, Kazooie, Gruntilda, an orange (screen time: 5 seconds), a pair of boots, a jiggy, a musical note, or a termite. Early on in Treasure Trove Cove Banjo-Kazooie encounter a sad hippo-pirate who has lost his treasure. The pirates voice is made up of a few mixed samples of different burps. The combined effect is disgusting and hilarious at the same time. Later on, while playing Mad Monster Mansion, players meet up with a toilet who explains in a farting voice that Banjo-Kazooie are too big to make their way down him. It's excellent. We could go on and on about how great the sounds are in this game, so let's just stop here by saying that you'll find yourself amazed and amused time and time again.

Game Challenge 8 out of 10

Gruntilda's Lair: The overworld where puzzle pictures hang and from which the nine worlds are entered.

Mumbo's Mountain: The first level of the game. Lots of mountainous exploration, jungle-like animals and the first meeting with Mumbo.

Treasure Trove Cove: Just off the seashore, this level is filled with sandy beaches and crab-like monsters. Kazooie can soar to the tops of the skies and take in the entire world. You won't believe how cool it is.

Click Clock Wood: The last world before the confrontation with Gruntilda. This level features an enormous tree that presents the team with different puzzles and secrets each time it is entered.

Game Play-Fun 9 out of 10

We've established the point and the maneuvers of Banjo-Kazooie, but how does the game actually play? Rare has once again managed to improve upon Super Mario 64's tightly-tuned gameplay formula by combining the differing attributes of the bear/bird team with lots of well-crafted character interaction and objectives that naturally slide right into position. Levels are designed in a way that's completely non-linear, enabling Banjo-Kazooie total freedom to explore and discover new areas at a player's speed. Sony's Crash Bandicoot was designed in a restricted 3D fashion because, according to the game's developer, too much freedom can be a bad thing. By restricting players to a set path, the Crash team could keep the action constant and eliminate tedious exploration. Rare tackles that problem taking an entirely different, preferred approach. Players can go anywhere and do just about anything. However, wherever they go, Rare has thrown certain tasks and objectives in their way so that there's a point to everything. Huge worlds, complete freedom, lots of action -- problem solved. Also, the game isn't limited to straight platform action. There are loads of mini-games that need to be solved, from spelling out certain words to obtain a jiggy to making sure that a band of light-bulbs don't get eaten before they can make it to a Christmas tree from helping a pirate find his lost treasure to racing a polar bear through the snow -- there's so much to do that complete freedom is a necessity. The game gradually increases in difficulty and the later levels can be downright nasty. Players hoping for something to compete with the standard set by Super Mario 64 won't be disappointed. Character interaction enhances the game greatly. As Banjo-Kazooie make their way through the giant world the team periodically encounters new characters, both good and bad, all of which have something to say. For example, in Mumbo's Mountain, the game's first real level, Banjo-Kazooie must retrieve an orange and give it to a monkey in order to gain access to the pillars above. Once the orange is collected it talks (via a text box at the bottom of the screen and random, very wacky Rare sounds), explaining that it is an orange to players. This happens from everything to Gruntilda, who constantly interrupts Banjo-Kazooie throughout the game to rhyme off a few sentences about how she will defeat them, to a pair of boots, which explains how it will benefit the duo when worn. The writing is extremely clever and right on. It's not hard to tell that Rare has thrown in a few demented double-meanings in certain character interactions [see tree with nuts]. The game's writing really comes into play through Gruntilda's crude rhymes and by talking with the evil witch's good sister, who gives necessary hints that must be remembered in order to beat the game. Another necessary interaction takes place with the game's resident shaman, Mumbo. Mumbo tokens are hidden in random locations throughout levels. Once collected, these tokens are used as payment for Mumbo to transform Banjo-Kazooie into anything from a termite to an alligator. Certain areas in the game can only be reached when playing as alternate characters. For example, some of the swamp-lands cannot be walked on by Banjo-Kazooie, but the alligator has no problem navigating them. Other areas can only be reached when playing as the termite and so on. Just another way in which Rare has enhanced its 3D platformer over Mario 64.

Replayability 8 out of 10

Before we can explain how the game is played we must first explain how the levels work. There are a total of nine levels plus one huge world (called Gruntilda's Lair) that connects them all. Levels are represented by unfinished puzzles hanging in various areas of Gruntilda's Lair. Players must go into the levels, beginning with Mumbo's Mountain, and collect various items in order to fill in these puzzles and open up new levels and areas. Sound complicated? It's actually not so bad. As Banjo and Kazooie travel to various levels they need to accomplish a set list of objectives: retrieve 10 puzzle pieces (called jiggies) per level, collect 100 musical notes per level and rescue five stranded Jingos (colorful creatures) per level. The jiggies work to fill in unfinished puzzles and open up new levels. The musical notes, when enough are collected, enable access to blocked-off areas of Gruntilda's Lair which players must access in order to open up new levels. And the Jingos? Well, when players collect five of them in a level they receive a jiggy. Simple enough.

Overall 10 out of 10

It's quite simple: Banjo-Kazooie features the best graphics we've seen on the console, it one-ups Mario 64 in terms of gameplay, it sounds astounding and it may just be the most clever title we've ever played. This is not only worthy of a perfect score, but it's possibly the best game for Nintendo 64 and the greatest platform game ever made. If you own a Nintendo 64 and don't buy this game right now then you are depriving yourself of the very best the console has to offer. At this point in time, we're not sure if Super Mario 64 2 can outdo Banjo-Kazooie. Well done, Rare.